Exhibit
10.13


  





SOLUNA
HOLDINGS, INC.


 


Amended
and Restated 2021 Stock Incentive Plan


 


Restricted
Stock Agreement


 


Soluna
Holdings, Inc. (the “Company”) hereby enters into this Restricted Stock Agreement, dated as of the date set
forth below, with the Recipient named herein (the “Agreement”) and grants to the Recipient the shares of Restricted
Stock specified herein pursuant to the Soluna Holdings, Inc. Amended and Restated 2021 Stock Incentive Plan, as amended and in
effect from time to time. The Terms and Conditions attached hereto are also a part hereof.


 


	Name
    of recipient (the “Recipient”):	 
	Date
    of this Restricted Stock grant:	 
	Number
    of shares of Restricted Stock granted pursuant to this Agreement:	 
	Vesting
    Start Date:	 
	Number
    of shares of Restricted Stock that are vested on the Vesting Start Date:	 
	Number
    of shares of Restricted Stock that are unvested on the Vesting Start Date:	 
	Consideration
    payable for shares of Restricted Stock, if any:	 
	Right
    to Repurchase Unvested shares of Restricted Stock	 


 


Vesting
Schedule:


 


	First
    Vesting Date:	 
	Next
    Vesting Date:	 
	Next
    Vesting Date:	 






 


 





	
	 	SOLUNA
                    HOLDINGS, INC.














	 
		 	 	 	 
	Signature
    of Recipient	 	By:	 	 
	 	 	 	Name:	 
	[Name	 	 	Title:	 
	Address]	 	 	 	 


  



    


     

    




 


SOLUNA
HOLDINGS, INC.


 


Restricted
Stock Agreement – Terms and Conditions


 


Soluna
Holdings, Inc. (the “Company”) agrees to award to the recipient specified on the cover page hereof (the “Recipient”),
and the Recipient agrees to accept from the Company, the number of shares of Restricted Stock on the following terms:


 


1.            Grant Under Plan. This Restricted Stock Agreement (the “Agreement”) is made pursuant to and is governed
by the Company’s Amended and Restated 2021 Stock Incentive Plan, as amended and in effect from time to time (the “Plan”).
Capitalized terms used in this Agreement (including, but not limited to, the cover page hereof) but not defined herein have the
respective meanings specified in the Plan or Employment Agreement, as applicable.


 


2.  
   Vesting if Business Relationship Continues.


 


(a)        Vesting Schedule. If the Recipient has maintained continuously a Business Relationship with the Company through each date
specified on the cover page hereof, a portion of the Restricted Stock shall vest on such date in such amounts as are set forth
opposite each such date on the cover page hereof. If the Recipient’s Business Relationship with the Company is terminated
by the Company or by the Recipient for any reason, whether voluntarily or involuntarily, no additional shares of Restricted Stock
shall become vested under any circumstances with respect to the Recipient. Any determination under this Agreement as to Business
Relationship status or other matters referred to above shall be made in good faith by the Committee or Board, whose decision shall
be final and binding on all parties.


 


“Business
Relationship” means service to the Company or its successor in the capacity of an employee, officer, director, consultant
or advisor.


 


(b)        Termination
of Business Relationship. For purposes hereof, a Business Relationship shall not be considered as having terminated during
any military leave, sick leave, or other leave of absence if approved in writing by the Company and if such written approval,
or applicable law, contractually obligates the Company to continue the Business Relationship of the Recipient after the approved
period of absence (an “Approved Leave of Absence”). In the event of an Approved Leave of Absence, vesting of
shares of Restricted Stock shall be suspended (and all subsequent vesting dates shall be postponed by the length of the period
of the Approved Leave of Absence) unless otherwise provided in the Company’s written approval of the leave of absence that
specifically refers to this Agreement. A Business Relationship shall also include a consulting arrangement between the Recipient
and the Company that immediately follows termination of employment, but only if so stated in a written consulting agreement executed
by the Company that specifically refers to this Agreement.


 






    1


     

    

 


(c)        Acceleration.
The Committee or Board may at any time provide that all or any portion of the shares of Restricted Stock awarded pursuant to this
Agreement shall become free of some or all restrictions, or otherwise realizable in full or in part, as the case may be, despite
the fact that the foregoing actions may cause the application of Sections 280G and 4999 of the Code if a change in control of
the Company occurs.


 


(d)        Notwithstanding
the other sections of this Section 2, if there is a Change of Control (as defined herein), all remaining unvested shares of Restricted
Stock shall be immediately vested upon the Change of Control.  “Change in Control” shall mean a merger
or consolidation in which securities constituting more than 50% of the total combined voting power of the Company's outstanding
securities are transferred to a person or persons that do not own more than 50% of the combined voting power of the Company's
securities immediately prior to such transaction, or the sale, transfer or other disposition of all or substantially all of the
Company's assets to a non-affiliate of the Company.


 


3.     
      Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge,
encumber or dispose of all or any of his or her shares of Restricted Stock.


 


4.     
      Rights as a Stockholder. Upon receipt of a Restricted Stock award the Recipient shall
have all rights as a stockholder of the Company as provided in Section 6(c) of the Plan.


 


5.   
        Withholding Taxes. The Company may withhold any and all applicable taxes
required to be by the Company, in connection with the issuance or vesting of the shares of Restricted Stock to the Recipient,
as provided in the Plan.


 


Recipient
further agrees to take any further actions and execute any additional documents as may be necessary to effectuate the provisions
of this Section 5 and the Recipient hereby grants the Company an irrevocable power of attorney to sign such additional
documents on the Recipient’s behalf if the Company is unable after reasonable efforts to obtain Recipient’s signature
on such additional documents. This power of attorney is coupled with an interest and is irrevocable by the Recipient.


 


6.    
       Provision of Documentation to Recipient. By signing the cover page of this
Agreement, the Recipient acknowledges receipt of a copy of this entire Agreement, a copy of the Plan, and a copy of the
Plan’s related prospectus.


 


7.   
        Section 409A of the Internal Revenue Code. The shares of Restricted Stock
granted hereunder are intended to avoid the potential adverse tax consequences to the Recipient of Section 409A of the
Internal Revenue Code of 1986, as amended, and the Committee or Board may make such modifications to this Agreement as it
deems necessary or advisable to avoid such adverse tax consequences.


 






    2


     

    

 


8. 
          Miscellaneous.


 


(a)        Notices.
All notices hereunder shall be in writing and shall be deemed given when sent by certified or registered mail, postage prepaid,
return receipt requested, if to the Recipient, to the address set forth on the cover page hereof or at the address shown on the
records of the Company, and if to the Company, to the Company’s principal executive offices, attention of the Corporate
Secretary.


 


(b)        Entire
Agreement; Modification. This Agreement constitutes the entire agreement between the parties relative to the subject matter
hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject
matter of this Agreement. This Agreement may be modified, amended or rescinded only by a written agreement executed by both parties’
signatories to this Agreement. In the event of a conflict between the terms of this Agreement and the Plan, the terms of the Plan
shall control.


 


(c)
       Severability. The invalidity, illegality or unenforceability of any provision
of this Agreement shall in no way affect the validity, legality or enforceability of any other provision.


 


(d)        Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns, subject to the limitations set forth herein.


 


(e)        Governing
Law. This Agreement shall be governed by and interpreted in accordance with the laws of Nevada without giving effect to the
principles of the conflicts of laws thereof.


 


(g)        Construction.
This Agreement is to be construed in accordance with the terms of the Plan. In case of any conflict between the Plan and this
Agreement, the Plan shall control. The titles of the sections of this Agreement and of the Plan are included for convenience only
and shall not be construed as modifying or affecting their provisions. The masculine gender shall include both sexes; the singular
shall include the plural and the plural the singular unless the context otherwise requires. Capitalized terms not defined herein
shall have the meanings given to them in the Plan.


 


(g) 
Data Privacy. By entering into this Agreement and except as otherwise provided in any data transfer agreement entered
into by the Company, the Recipient: (i) authorizes the Company, and any agent of the Company administering the Plan or providing
Plan recordkeeping services, to disclose to the Company such information and data as the Company shall request in order to facilitate
the issuance of Restricted Stock and the administration of the Plan; (ii) waives any data privacy rights he or she may have with
respect to such information; and (iii) authorizes the Company to store and transmit such information in electronic form. For purposes
of this Section 13(f), the term “Company” refers to the Company, its Subsidiaries and any other affiliate.


 


(h)        No
Obligation to Continue Business Relationship. Neither the Plan, nor this Agreement, nor any provision hereof imposes any obligation
on the Company to continue a Business Relationship with the Recipient.


 








    3